NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Tønsberg, 27 June 2025
Reference is made to the announcement by poLight ASA ("poLight" or the
"Company") on 19 June 2025 regarding the commencement of the subsequent
offering of up to 19,122,933 new shares ("Offer Shares") in the Company each
with a nominal value of NOK 0.04, at a subscription price of NOK 2.69 per
Offer Share (the "Subsequent Offering") as well as the prospectus dated 17
June 2025.
The subscription period for the Subsequent Offering expired today, 27 June
2025, at 16:30 hours CEST. By the end of the subscription period, the Company
had received valid subscriptions for 35,423,252 Offer Shares in the Subsequent
Offering from 1,500 subscribers. Thus, the Subsequent Offering was
oversubscribed.
The final allocation of the Offer Shares in the Subsequent Offering has today
been made based on the allocation criteria set out in the Prospectus. In
total, 19,122,933 Offer Shares were allocated based on valid subscriptions
from eligible shareholders with subscription rights. The Company's gross
proceeds from the Subsequent Offering will therefore be NOK 51,440,689.77.
Notifications of allocated Offer Shares and the corresponding subscription
amount to be paid by each subscriber are expected to be made available on or
about 30 June 2025. Subscribers having access to investor services through
their account manager in the Norwegian Central Securities Depository (ES-OSL),
will be able to check the number of Offer Shares allocated to them from 10:00
hours (CEST) on or about 30 June 2025. Subscribers who do not have access to
investor services through their ES-OSL account managers may contact Pareto
Securities AS (the "Manager") from 10:00 hours (CEST) on the same date to
obtain information about the number of Offer Shares allocated to them.
The subscription amount for the allocated shares falls due for payment on 2
July 2025, in accordance with the payment procedures described in the
Prospectus.
The Offer Shares may not be transferred or traded until they are fully paid
and the share capital increase pertaining to the Subsequent Offering has been
registered with the Norwegian Register of Business Enterprises (Nw.:
Foretaksregisteret). The Company will publish a stock exchange announcement
once such share capital increase has been registered. Subject to timely
payment for the Offer Shares subscribed for and allocated in the Subsequent
Offering, the delivery of the Offer Shares is expected to be completed on or
about 9 July 2025, and the Offer Shares are expected to commence trading on
the Oslo Stock Exchange on or about the same day. The Manager may be contacted
for information regarding allocation, payment and delivery of the Offer
Shares.
Following the issuance of the 19,122,933 Offer Shares, the Company's share
capital will be NOK 8,499,506, divided into 212,487,650 shares, each with a
nominal value of NOK 0.04.
Pareto Securities AS is acting as manager in the Subsequent Offering.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in
relation to the Subsequent Offering.
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR Article 17. The information was submitted for publication at
2025-06-27 17:41 CEST.
For further information, please contact:
Dr Øyvind Isaksen, CEO, poLight ASA: +47 90 87 63 98
Joakim Hines Bredahl, CFO, poLight ASA: +47 97 52 17 31
About poLight ASA
poLight ASA (listed on the Oslo Stock Exchange: PLT) offers a patented,
proprietary tunable optics technology, starting with its first product, TLens®
which replicates "the human eye" experience in autofocus cameras used in
devices such as smartphones, wearables, barcode scanners, machine vision
systems and various medical equipment. poLight's TLens® enables better system
performance and new user experiences due to benefits such as extremely fast
focus, small footprint, no magnetic interference, low power consumption and
constant field of view. poLight is based in Tønsberg, Norway, with employees
in Finland, France, UK, US, China, Taiwan, Japan, and the Philippines. For
more information, please visit https://www.polight.com
(https://www.polight.com/)
- IMPORTANT INFORMATION -
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither the Manager, nor or any of its affiliates or
any of their respective directors, officers, employees, advisors or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available, or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.
This announcement has been prepared by and is the sole responsibility of
poLight.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South
Africa or the United States (including its territories and possessions, any
State of the United States and the District of Columbia) or any other
jurisdiction where to do so would constitute a violation of the relevant laws
of such jurisdiction. The publication, distribution or release of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein
should inform themselves about and observe any such restriction. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in
the United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State).
Any offering of the securities referred to in this announcement will be made
by means of a Prospectus which will be prepared and which is subject to the
approval by the Norwegian Financial Supervisory Authority. Investors in the
Subsequent Offering should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus. Copies of the Prospectus will, following publication, be available
from the Company's registered office and, subject to certain exceptions, on
the websites of the Manager.
In any EEA Member State other than Norway and Denmark, this communication is
only addressed to and is only directed at qualified investors in that Member
State within the meaning of the EU Prospectus Regulation, i.e. only to
investors who can receive the offer without an approved prospectus in such EEA
Member State.
This communication is only being distributed to and is only directed at
persons in the United Kingdom that are "qualified investors" within the
meaning of the EU Prospectus Regulation as it forms part of English law by
virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or
(ii) high net worth entities, and other persons to whom this announcement may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant persons"). This
communication must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
communication relates is available only to relevant persons and will be
engaged in only with relevant persons. Persons distributing this communication
must satisfy themselves that it is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The
Manager and its affiliates are acting exclusively for the Company and no-one
else in connection with the transactions described in this announcement. They
will not regard any other person as their respective clients in relation to
the transactions described in this announcement and will not be responsible to
anyone other than the Company, for providing the protections afforded to their
respective clients, nor for providing advice in relation to the transactions
described in this announcement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the transactions described in this announcement, the
Manager and any of its affiliates, acting as investors for their own accounts,
may subscribe for or purchase securities and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own accounts in such
securities of the Company or related investments in connection with the
transactions described in this announcement or otherwise. Accordingly,
references in the Prospectus to the securities being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by,
the Manager and any of its affiliates acting as investors for their own
accounts. The Manager does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its
control. Such risks, uncertainties, contingencies, and other important factors
could cause actual events to differ materially from the expectations expressed
or implied in this release by such forward-looking statements. Forward-looking
statements speak only as of the date they are made and cannot be relied upon
as a guide to future performance. The Company, the Manager and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained
in this announcement speak only as at its date and are subject to change
without notice.